Allotment Procedure

1. The prescribed Application form for allotment of plots of above categories can be obtained from the following banks on payment of Rs. 1100/-.

Sl.No.

Name of Bank

Address of the Bank/Branch

Bank Code

No.

1

Bank of Baroda

Sector Gamma-II Commercial

001

Complex, Greater Noida

2

HDFC Bank

Sector Alpha-I, Commercial Belt,

002

Greater Noida

3

HDFC Bank

Sector-18, Noida

003

4

Union Bank of India

Sector-62, Noida

004

2. The duly filled in application form must be submitted in any of the aforesaid bank branches alongwith proposal / project / details and other statutory documents. A non-refundable & non-adjustable Processing Fee of Rs.5000/- and Registration money (equivalent to 10% of total premium of the plot area) which is either adjustable or refundable for which application is being submitted should be deposited in favour of Greater Noida Industrial Development Authority. Rs.1100/- would also be deposited in addition to registration money and processing fee, in case application form is downloaded from website www.greaternoidaauthority.in. The registration amount and processing fee as statedabove would be deposited through a bank draft payable at any scheduled bank of New Delhi / Noida / Greater Noida. (The registration amount may be ascertained in person from Institutional Department of the Greater Noida Industrial Development Authority.)

3. The application alongwith the requisite documents will be screened by a Screening Committee. The incomplete application / without requisite documents will not be recommended for interview of the applicant. However, the applicant whose application is submitted with complete information will have to appear for interview on prescribed date and time for examining the viability of the Project.

4. The allotment of plot is subject to the recommendation of Plot Allotment Committee/ Screening Committee after interview of the applicant.

5. In the event of the allotment of an institutional plot, the rate charged would be the prevailing rate on the date of issue of the allotment letter.

A - 2 . E L I G I B I L I T Y -

1. An individual firm, trust, registered society or any corporate body registered under Indian

Company Act 1956 can apply. The applicant should be competent to contract.

2. A separate application shall be required to be submitted for each institutional plot.

3. Incomplete application shall be summarily rejected.

4. Any change in the name of the intending applicant will not be allowed under any circumstances.

5. In case of applicant have formed a consortium:

(a) Members of the consortium will have to specify one "lead member", who alone shall be authorized to correspond with the Greater NOIDA Industrial Development Authority. Lead member should be the single largest shareholder amongst the relevant members.

(b) Each member of the consortium with equity stake of at least 26% will be considered as the "relevant member".

(c) The members shall submit a registered Memorandum of Understanding (MOU) (Annexure-5)

conveying their intent to jointly apply for the allotment of institutional plot, and in case the plot is allotted to them, to form a 'Special Purpose Company', that will subsequently be carrying out all the responsibilities of the allottee.

(d) The MOU shall clearly define the role and responsibility of each member in the consortium,

particularly with regard to arranging debt and equity for the project and its implementation. The MOU should state that all members shall be jointly and severely responsible for the successful implementation of the project.

(e)The execution of the lease deed will be made in favour of the SPC, which should be a registered

firm or an incorporated company. The members of the consortium shall have to retain their respective shares as per MOU till the completion of the project. However, in the exceptional circumstances, the change in consortium shareholding structure may be permitted by Greater NOIDA Industrial Development Authority, but the status of the "lead

member" shall remain unchanged in all circumstances till the completion of project. A-3. MODE OF PAYMENT AND PAYMENT PLAN

2. Pre-payment in whole or part is allowed. In case the allottee opts to pay the balance

of the premium in a lump sum, interest on the balance premium up to the date of deposit shall be chargeable.

3. Extension for depositing allotment money shall not ordinarily be allowed. In case of default in allotment money, the allotment offer would be cancelled without issuing any notice and the registration money will be forfeited. In exceptional circumstances the time of deposit for the payment of amount due may be extended by the Chief Executive Officer or its authorized officer at his/her discretion.

4. All payments should be remitted by the due dates. In case the due date is a bank holiday then the allottee/lessee shall ensure remittance on the next working day. In exceptional circumstances the time of deposit for the payment of amount due may be extended by the Chief Executive Officer or its authorized officer at his/her discretion.

In case of default in deposit of any money (except lease rent) due to the Authority the allottee / lessee would be required to pay an additional interest 3% (total 16%) above to applicable interest rate p.a. on defaulted amount for defaulted period. This defaulted amount will be compounded half yearly and would be payable along with additional interest of 3% (total 16%) above to applicable interest rate. In case of default, the Authority shall issue notice giving 15 days’ time to deposit/rectify the default. Not more than three such consecutive notices shall be issued. In the event of non-payment after three defaulter notices, cancellation process will be initiated.

5. All payments should be made through demand draft drawn in favour of 'Greater No ida Industrial Development Authority' and payable on any designated scheduled bank located

in Delhi/New Delhi /Noida/Greater Noida with intimation to the Authority.

The payment made by allottee /lessee shall first be adjusted towards the interest due, if any, and thereafter the balance shall be adjusted towards the installment due and the lease rent payable. NOTE:- For the purpose of this document the date of issue of allotment letter shall be reckoned as date of allotment.

A-4. LEASE RENT

In addition to the premium of plot, lease rent shall be chargeable from the date of execution of lease deed @ 2.5% of the total premium per annum and shall be payable annually in advance. In case of default in payment of lease rent, a defaulted interest rate 16% shall be charged on the defaulted amount for the defaulted period. The annual lease rent may be enhanced on expiry of every 10 years.

The allottee shall have an option to pay a lump sum amount equivalent to 11 times of the annual lease rent i.e.27.5% of total premium before the due date for execution of lease deed as a ONE-TIME LEASE RENT.

NOTE:- If the allottee chooses the option to pay annual lease rent at the time of execution of lease deed, he/they can subsequently exercise his option to pay one time lease rent indicated above.

A-5. The plot will be alloted on "As is where is basis" on lease for a period of 90 years startingfrom the date of execution of lease deed.

A-6. LEASE DEED EXECUTION AND POSSESSION

i) The allottee can execute the lease deed and take over possession of the plot any time after he has deposited 30% of the total premium of the plot (in condition of availability of lease plan). The date of execution of lease deed will be treated as the date of handing over the actual physical possession, notwithstanding any other claim.

ii) The allottees are required to execute lease deed and take physical possession of the plot within 30 days from the date of issue of check-list/information to do so. In the event of failure to do so, the allotment would be liable for cancellation. In exceptional circumstances, CEO or its authorized officer can grant time extension maximum up to 12 months on payment of penalty equivalent to annual lease rent.

In any case, lease deed would be executed only after deposit of allotment money.

A-7. PERIOD OF LEASE

The allotment of plot will be made on leasehold basis for a period of 90 years from the date of execution of lease deed.

A-8. COST OF STAMP DUTY

The stamp duty, registration charges and all legal expenses involved in the execution and registration of lease deed as stated above and all other incidental expenses shall be borne by the allottee. The rate of stamp duty is applicable as per the notification issued by the State Government from time to time. The allottee/transferee shall also pay the duty on transfer of immovable property levied by the authority from time to time.

A-9. LOCATION CHARGES

Location charges shall be payable by the allottee / lessee before execution of lease deed in

lump sum.

For Corner Plots

-

5% of the Total Premium of Plot

For Plots facing park/green belt

-

5% of the Total Premium of Plot

For Plots facing 45 mtr. wide or above sized roads - 5% of the Total Premium of Plot Note:- For plots having more than one locational benefit, location charges will be added.

1. The lessee/allottee shall construct the boundary wall as well as the building of the institution only after getting proper sanction of the building plan by the lessor in accordance with the prescribed architectural controls and relevant Building Regulations as well as any specific directions that may be issued by the lessor.

2A. The allottee / lessee shall commence and complete the construction as per the following schedule.

Sno.

Size of Plot (Sq. Mtrs.)

Minimum Built Up

Time period allowed

Area

(As % of

for

Total

Permissible

completion

(from the

FAR)

due date of

execution

of lease deed)

1

Upto 40000 Sq. Mtrs.

50%

Within 3 years

2.

Exceeding 4000 Sq. Mtrs but not

40%

Within 3 years

exceeding 10000 Sq. Mtrs.

3.

Exceeding 10000 Sq. Mtrs. but

35%

Within 3 years

not exceeding 20000 Sq. Mtrs.

4.

Exceeding 20000 Sq. Mtrs. but

30%

Within 3 years

not exceeding 100000 Sq. Mtrs.

5.

Exceeding 100000 Sq. Mtrs. but

25%

Within 3 years

not exceeding 200000 Sq. Mtrs.

6.

Exceeding 200000 Sq. Mtrs. but

20%

Within 3 years

not exceeding 400000 Sq. Mtrs.

7.

Above 400000 Sq. Mtrs.

15%

Within 3 years

B. Normally, no extension for completion would be granted. However, in exceptional circumstances, extension of 36 months may be granted by the Authority on payment of extension charges @ 0.5% per month of total premium of the plot or as decided from time to time by the Authority

C. In case the applicant fails to complete the building and commence the activity for which the land has been allotted, within the time period, or extended time period, decided for the purpose, the allotment/lease can be cancelled / determined. On such cancellation / determination, 20% of the premium will be forfeited, and the lessor shall resume possession of the plot, along with any structure thereon, with the allottee having no claim or compensation thereof . The balance amount deposited shall be refunded without any interest.

FUNCTIONAL

It is essential to obtain functional certificate from the Authority within 6 months from the due date of issue of completion/occupancy certificate. The following documents are required to obtain functional certificate —

1. Completion/Occupancy Certificate.

2. No dues certificate.

3. Proof of any government/semi government/Education Board/University declaring the Institute is functional.

4. CEO or its authorized officer, may ask any other document for satisfaction that Institute isfunctional.

5. In case of failure to obtain functional certificate, the allottee would be required to paypenalty @4% of the total premium per year (calculated on monthly pro -rata basis).

A-11. IMPLEMENTATION OF PROJECT (For Vocational Training Hub Plots) -

a) The Lessee shall ensure at least 03 activities among the following vocational training activities in the allotted plot for Vocational hub:

General Vocational

Training for industrial

workers

Training Courses

Computer Training

Aviation and Hospitality

Advanced Tool & Die

Management

Making

Radio/T.V Repairing

Business Management

Advanced Welding

Training

Youth Leadership

Information Technology/

Advanced Ref & Air

Training Computer

Conditioning

Fashion Design and

Dress Making

Electrical Maintenance

Merchandising

Textile Design and

Embroidery and Needle

Electronics Maintenance

Printing

Craft

Garment

Heat Engines

Manufacturing

Preservation of Fruit and

Vegetables

Technology

Cosmetics design

Secretarial Practice

Hydraulics & Pneumatic

Jewellery Design and

Steno

Induction to Engineering

Manufacturing

Technology

Commercial Art/

Hair and Skin Care

Industrial Chemistry

Graphic Design

Interior Design and

Instrument Mechanics

Machine Tool

Display

Maintenance

Home Science

Electronics

Material

Nursery and Primary

Computer Operator and

Metrology & Inspection

Teachers Training

Programming Assistant

Modern Office

Architectural Assistantship

Micro

Management/ SP

Computer/Industrial

Controls

Beauty Culture and

Desk Top Publishing

Process Control

Hair Dressing

Operator

Instrumentation

Wedding and event

Business Services

Production Technology

planning

Marketing,

Instructor Training Course

Tool Design

Advertising and PR

Journalism and Mass

Airhostess training

Media

Tourism and

SAP training

Ticketing

b) The activities stated in para (a) above must be in operation within 3 years from the due date of execution of lease deed. However further extension in exceptional circumstances /cases can be granted on the satisfaction of Chief Executive Officer or his authorized officer and on payment of extension charges as given below.

i) 2% of the total premium of the plot for first year

ii) 3% (of the total premium of the plot per year for succeeding years).

c) The entire scheme shall be operational as per Building Byelaws. However further extension in exceptional circumstances /cases can be granted on the satisfaction of Chief Executive Officer or authorized officer on payment of extension charges as decided by the Chief Executive Officer from time to time.

d) A maximum of 15% of total built up spaces as permissible under Building Regulations of the Authority (as amended from time to time) can be utilized for the purpose of provision housing for staff of the various institutes.

e) A maximum of 25% of the total built up space permissible under Building Regulation of the Authority (as amended from time to time) may be used for provision of following defined support facilities:

I. 10% of permissible FAR may be utilised for support facilities, 25% for Hostel, 15% for Staff Housing.

II. Bank Extension Counters/ ATM inside the campus building (Maximum of 50 Sq.Mtr can be used for this purpose)

III. Swimming Pool/ Health Club/ Recreational Club

IV Indoor Games Hall

V Shopping & Cafeteria/ Canteen

(Maximum of 1000 Sq.Mtr which shall be exclusive of dining facilities provided with students' accommodation)

XI. Training Centre/ Workshops and Exhibition Space as may be required by specialized vocational training may be provided under provision of supporting facilities/ main building

GENERAL TERMS AND CONDITIONS FOR ALLOTMENT OF INSTITUTIONAL PLOTS

B-1 Area

The area of plot allotted may slightly vary at the time of handing over of the possession.

The premium of the plot will proportionately vary due to such variation. If such variation is within 10% limits, no change in location or surrender shall be allowed. However, if such variation is more than 10%, allottee shall have the option of surrendering the allotment and take back entire money deposited by him/her without any interest.

B-2 Unsuccessful Applicants

The Registration money of the unsuccessful applicants will be returned without interest after rejection of application.

B-3 Surrender

The allottee can surrender the plot before cancellation to the lessor/CEO of the Authority -

(i) Up to 15 days from the date of issuance of Allotment Letter, no deductions shall be made.

(ii) From 16 to 30 days from the date of issuance of Allotment Letter, 10% of registration money shall be deducted.

(iii) Beyond 30 days but before execution of lease deed 10% of the total premium or the amount deposited up to the date of surrender, whichever is the less, shall be forfeited. The balance if any shall be refunded without interest.

(iv) No surrender shall be entertained after the execution of lease deed.

NOTE:

The date of surrender in above case shall be the date on which application is received at the Authority's office. No subsequent claim on the basis of postal certificate will be entertained.

B-4CHANGE IN CONSTITUTION

Change in constitution may be allowed by the CEO or its authorized officer on completion of required formalities as decided by the lessor from time to time.

B-5 Maintenance

1. The allottee at his own expense will take permission for sewerage, electricity and water connections from the concerned departments of the Authority or from the competent authority in this regard.

2. That the lessee will keep the demised premises and buildings

(i). At all times in a state of good and substantial repairs and in good sanitary condition to the satisfaction of the Lessor.

(ii). And the available facilities as well as the surroundings be neat and clean and in good health and safe condition to the convenience of the inhabitants of the place.

3. That the lessee shall abide by all Regulations, Building Bye laws and Directions of the Authority framed/issued under section 8, 9 and 10 or under any other provisions of the UP. Industrial Area Development Act 1976 and rules made therein.

4. In case of non-compliance of these terms and conditions, and any directions of the Authority, the Authority shall have the right to impose such penalty as the CEO may consider just and / or expedient.

5. If the maintenance work of any area is not found satisfactory according to the Authority, then the required maintenance work will be carried out by the Authority and all the expenses incurred in carrying out such works will be borne by the allottee.

6. That the lessee shall not display or exhibit any posters, statues, other articles which are repugnant to the morals or are indecent or immoral.

7. The lessee shall also not display or exhibit any advertisement or placard in any part of the exterior wall of the building, except which shall be constructed over the demised premises or at a place specified for the purpose by the lessor.

B-6 Mortgage

The allottee / lessee may, with the prior written consent of the lessor, mortgage the land/building to any Government recognized institution for raising loan for the purpose of funding the institution, after execution of lease deed, and subject to such terms and

conditions as may be decided by the lessor at the time of granting the permission.

Provided that in the event of sale or foreclosure of the mortgaged or charged property, the lessor shall be entitled to claim and recover such percentage, as decided by the lessor, of the unearned increase in the value of said land as first charge, having priority over the said mortgage charge. The decision of the lessor in respect of the market value of the said land shall be final and binding on all the parties concerned.

Provided further that lessor shall have pre-emptive right to purchase the mortgaged or charged property after deducting such percentage as decided by the lessor of the unearned increase as aforesaid. The lessor's right to the recovery of the unearned increase and the pre-emptive right to purchase the property as mentioned herein before shall apply equally to involuntary sale or transfer, be it by or through execution of decree of insolvency court.

B-7 Transfer of Plot

The allottee / lessee shall not be entitled to transfer the plot before or after the erection of the building, without prior written permission of the lessor. Transfer may be allowed by the CEO or its authorized officer on such conditions and payment of transfer charges as fixed by the authority from time to time.

B-8Misuse, Additions, Alterations etc.

The allottee / lessee shall not, use the land for any purpose other than that for which it has been allotted / leased. The lessee / allottee shall not be entitled to divide the plot or amalgamate it with any other plot without the prior written permission of Chief Executive Officer or any officer of Authority, authorised by CEO. In case of violation of the above conditions, allotment shall be liable to be cancelled and possession of the premises along with structure thereon, if any shall be resumed by the Authority.

B-9Liability to Pay Taxes

The allottee / lessee will be liable to pay all rates, taxes, charges, user fee and assessment of every description imposed by any authority empowered in this behalf, in respect of the plot, whether such charges are imposed on the plot or on the building constructed thereon, from time to time.

B-10 Overriding Power over Dormant Properties

The lessor reserves the right to all mines, minerals, coals, washing gold’s, earth oils, quarries in or under the plot and full right and power at any time to do all acts and things which may be necessary or expedient for the purpose of searching for, working and obtaining, removing and enjoying the same without providing or leaving any vertical support for the surface of the plot(s) or for the structure time being standing thereon provided always, that the lessor shall make reasonable compensation to the allottee / lessee for all damages directly occasioned by exercise of the rights hereby reserved. The decision of the C.E.O. on the amount of such compensation will be final and binding on the applicant.

B-11Cancellation

i In addition to the other specific clauses relating to cancellation the Authority / Lessor as the case may be shall be free to exercise its rights of cancellation of lease/allotment in the case of: Allotment being obtained through misrepresentations/suppression of material facts.

ii Any violation of directions issued or rules and regulations framed by the Pollution Control

Board or by any other statutory body.

iii Default on the part of the applicant allottee / lessee for breach/violation of terms and conditions

of registration allotment/lease and / or non-deposit of reservation money.

In the event of cancellation, under sub-clause (1) above, the entire deposits till the date of cancellation shall be forfeited and possession of the plot will be resumed by the Authority / lessor with structure thereon, if any, and the allottee / lessee will have no right to claim compensation thereof, In the event of cancellation, under sub-clause (2)&(3) above, 20% of the total premium or the amount deposited up to the date of cancellation, whichever is the least, shall be forfeited and balance, if any, shall be refunded without any interest.

B-12 Restoration

In case of cancellation, restoration may be allowed in the following conditions, on the sole discretion of the CEO, or its authorized officer —

1 Request for restoration be received within 90 days from the date of cancellation. However,

this time period may be relaxed by the CEO in exceptional circumstances.

2 Cancelled plot must be vacant/ should not be allotted to any other institute.

3 Restoration charges would be payable @ 1% of the total prevailing premium on the

date of

restoration.

4 All outstanding dues are required to be deposited before restoration.

5 Affidavit to remove the shortcoming for which the plot was cancelled would be required.

6 Revised construction schedule is required to be submitted.

7 No court case should be pending in any court of law. And if there is any court case pending, the Institute has to submit an undertaking on Rs. 100/- affidavit that after

restoration he/they shall

immediately withdraw the case.

8 Restoration would only be provided once.

B-13 Amalgamation/ Sub division

Amalgamation/ Sub division is not allowed under any circumstances.

B-14 Other Clauses

1 The lessor reserves the right to make such decision/alterations/modification in the terms and

conditions of registration / allotment / lease from time to time, as lessor may consider just or expedient.

2 In case of any clarification or interpretation regarding these terms and conditions the decision

of the lessor shall be final and binding on the applicant allottee/lessee.

3 If due to any "force-majeure" or such circumstances beyond the Authority's control, the

Authority is unable to make allotment or the possession of allotted plot, entire registration money or the deposits, depending on stage of allotment will be refunded without interest.

4 The registration/allotment/lease will be governed by the provision of the UP. Industrial Area Development Act 1976 (UP Act no. 6 of 1976) and rules and/or regulations made or directions issued, under this act.

5 The authority will monitor the implementation of the project. Those applicants who do not

have a firm commitment to implement the project within the time limits prescribed are advised not to avail the allotment.

6. All arrears due to the lessor are recoverable as arrears of and revenue.

7. Any dispute between the Authority / Lessor and Allottee / Lessee/ Sub-lease shall be subject

to the territorial jurisdiction of the Civil Courts of Gautam Budh Nagar or the courts designated by the High Court.

B-15 Availability of plots for allotment

List of available plots for allotment are displayed on the Notice Board of the Authority. Number of plots may increase or decrease depending on the availability of land. CEO reserves the right to withdraw any plot for the allotment process at any time, without assigning any reason.

Annexure — 1

FINANCIAL STATEMENT OF TURNOVER

S.No

Description

2010-11

2011-12

2012-13

.

(as per

(as per

(as per

audited

audited

unaudited

1.

Turnover of

a)

Sole Applicant

b)

Its holding company

c)

Its subsidiary companies

Total (a+b+c)

2.

Turnover of

a) Leader of Joint Venture /

Consortium

b) Relevant members of the

Joint

Venture / Consortium

c) Holding Companies of

Leader/

Relevant members

d) Subsidiaries of Leader/

Relevant members

Total (a+b+c+d)

Signature of Authorised Signatory

Stamp of applicant with name

And Status / designation

Certificate of Statutory Auditors / Chartered Accountant

Based on the Audited balance sheet 2009-10 and 2010-11 and unaudited balance sheet of 2011-12 & other relevant documents, we, M/s. _____________________________________________

(Name of the applicant company, its holding company and its subsidiary company/the leader/ relevant member of the consortium, holding company and subsidiary companies of leader/relevant member of consortium, /applicant society, trust or firm) having turnover Rupees certify that the above information is correct.

Signature & Seal of Statutory Auditors / Chartered Accountant

Membership No. ______________

Annexure —2

FINANCIAL STATEMENT OF NET WORTH

S.No.

Description

Amount in Crore

Remarks

1.

1. Net worth as on 31.3.2013

a) Sole Applicant

b) Its holding company

c) Its subsidiary companies

Total (a+b+c)

2.

2. Net worth as on 31.3.2013

a) Leader of Joint Venture /

Consortium

b) Relevant members of

the Joint Venture / Consortium

c) Holding Companies of

Leader/

Relevant members)

Subsidiaries of Leader /

Relevant members

Total (a+b+c)

Signature of Authorised Signatory Stamp of applicant with name And Status / designation

_________________________ (name of the applicant company, its holding company and its subsidiary company/the leader/ relevant member of the consortium, holding company and subsidiary companies of leader/relevant member of consortium, /applicant society, trust or firm) having net worth

Rupees ______________ certify that the above information is correct.

Signature & Seal of Statutory Auditors / Chartered Accountant

Membership No. _____________

Annexure —3

LIQUIDITY CERTIFICATE

This is to certify that M/s _______________________________________ maintaining

1. I, the undersigned, do hereby certify that all the statement made in our Application, including in various Annexures & Formats, are true and correct and nothing has been concealed.

2. The undersigned also hereby certifies that neither our Company M/s __________

_________________________ nor any of its director/constituent partners have been debarred by Government of Uttar Pradesh or any other State Government or Government of India or their agencies for any work or for the bidding/submitting Application for any project.

3. The undersigned hereby authorize(s) and request(s) any bank, person, firm or corporation to furnish pertinent information deemed necessary and requested by GNIDA to verify this statement or regarding my (our) competence and general reputation.

Signature of Authorised Signatory

Stamp of applicant with name

And Status / designation

Annexure — 5 FORMAT FOR MEMORANDUM OF UNDERSTANDING FOR JOINT

VENTURE / CONSORTIUM

(To be furnished on non-judicial stamp paper of Rs. 100/- duly attested by Notary Public).The Memorandum of Understanding (MoU) entered into this day of

20 ___ at ___________

Among __________________________________________________________________

(Hereinafter referred as ______ ) and having office at _____________________________

Indian party of first partAnd______________________________________________________ (hereinafter referredas ______________________ ) and having office at ________________________________

India party of second partAnd______________________________________________________ (hereinafter referredas ______________________ ) and having office at ________________________________

India party of third partAnd______________________________________________________ (hereinafter referredas ______________________ ) and having office at India party of fourth part

The parties are individually referred to as party and collectively as parties.

WHEREAS the Greater Noida Industrial Development Authority has invited applications from interested parties for Institutional plot(s).

AND WHEREAS the Parties have had discussions for formation of a Joint Venture / Consortium for applying for the said Institutional Plot and have reached an understanding on the following points with respect to the party's right and obligations towards each other and their working relationship.

AS MUTUAL UNDERSTANDING OF PARTIES, IT IS HEREBY AGREED AND DECLARED AS FOLLOWS:

1. That the Parties will form a Special Purpose Company (SPC) with the shareholding commitments expressly stated.

2. That M/s ________________________________________________ who is the lead Member of the Joint Venture / Consortium, commits to hold a minimum equity stake equal to 26% of the aggregate shareholding of the Joint Venture / Consortium in the SPC at all times during the period of completion of project. Each Relevant Equity Member of Joint Venture / Consortium shall also maintain their respective shareholding of the aggregate shareholding of the Joint Venture / Consortium in SPC at all times during the period of completion of project and no change in shareholding structure of Joint Venture/Consortium may be permitted except with the permission of GNIDA.

3. That the shareholding commitments shall be recorded in the Agreement and no changes shall be allowed thereof, except in accordance with the provisions of the Documents and the Agreement.

4. That the Parties shall be jointly and severally liable for the execution of the Project in accordance with the terms of the Agreement.

5. That the Parties shall be jointly and severally liable for the execution of the Project in accordance with the terms of the Agreement.

6. That this MoU shall be governed in accordance with the laws of India and courts in India shall have exclusive jurisdiction to adjudicate disputes arising from the terms herein.

In witness where of the Parties affirm that the information provided is accurate and true

and have caused this MoU to be duly executed on the date and years above mentioned.